Terms and Conditions of Use
Last updated January 2019
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. These Terms and Conditions of Use (“Terms”) are intended to constitute a binding agreement that conditions your use of the website (the “Site”) controlled by MidCap Financial Services LLC (together with its subsidiaries and affiliates, “MidCap Financial”, “we”, “us” and “our”).
By using the Site, you acknowledge that you have read these Terms and you agree to be bound by them without limitation or qualification. If you do not agree to these Terms, do not use the Site. MidCap Financial reserves the right, at our discretion, to change these Terms at any time without prior notice. We will notify you of any material changes to these Terms by placing a prominent notice on our Site . The revised Terms will become effective at the time of posting, and any use of the Site after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, do not continue to use the Site. We suggest that you review these Terms periodically for changes.
MidCap Financial will not treat users of the Site as its clients by virtue of their accessing the Site. Nothing contained in these Terms is intended to modify any other written agreement you may have with MidCap Financial, if any, that may be in effect. In the event of any inconsistency between these Terms and any other written agreements with MidCap Financial, the terms of the other written agreements shall control. Additional terms and conditions of use may be applicable to password-restricted areas of the Site.
Please note the arbitration provision set forth below, which, except where and to the extent prohibited by law, requires you to arbitrate any claims you may have against MidCap Financial on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE CAPACITY.
Disclaimer and Limitation of Liability
NOTHING CONTAINED IN THE SITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THE SITE CONSTITUTES A SOLICITATION OR OFFER BY MIDCAP FINANCIAL, ANY OF ITS AFFILIATES OR ANY FUND OR OTHER ENTITY MANAGED DIRECTLY OR INDIRECTLY BY ANY OF THE FOREGOING, TO BUY OR SELL ANY PARTNERSHIP INTEREST, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE INFORMATION PROVIDED ON THE SITE AND ANY DECISIONS BASED ON SUCH INFORMATION. AS A CONDITION OF ACCESSING THE SITE, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOU AGREE TO HOLD MIDCAP FINANCIAL AND ITS OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES AND AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.
THE SITE AND ALL INFORMATION AND MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). MIDCAP FINANCIAL MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, RELIABLE, ERROR-FREE, VIRUS-FREE, MALWARE-FREE, CURRENT, ACCURATE OR COMPLETE, OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. YOU AGREE THAT TEMPORARY INTERRUPTIONS OF THE SITE MAY OCCUR AND WE HAVE NO CONTROL OVER ANY THIRD PARTY NETWORKS IN CONNECTION WITH OUR SERVICES OR ANY DELAYS OR DISRUPTIONS OF NETWORK TRANSMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS OR OMISSIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIDCAP FINANCIAL AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MIDCAP FINANCIAL AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY DAMAGES WHATSOEVER ARISING FROM USE OR INABILITY TO USE THE SITE OR MATERIALS CONTAINED THEREIN (INCLUDING WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, DAMAGES ARISING FORM LOST DATA OR BUSINESS INTERRUPTION, OR LIABILITY IN RELATION TO ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS OR THE USE OF INTERPRETATION BY OTHERS OF SUCH INFORMATION OR MATERIALS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF MIDCAP FINANCIAL, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF MIDCAP FINANCIAL AND ITS AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU TO MIDCAP FINANCIAL, IF ANY, FOR YOUR ACCESS TO THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS LIMIT OR PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
Restrictions on Use of Site and Site Materials
Unless otherwise expressly noted, all information and materials, including, without limitation, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by MidCap Financial and/or its affiliates. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Site, including, without limitation, any text, images, audio and video, for public or commercial purposes without MidCap Financial’s written permission. Modification or use of the information or materials for any other purpose may violate the copyright, trademark and other intellectual property rights of MidCap Financial and/or its affiliates. MidCap Financial does not grant any license or right to use any registered or unregistered trademarks or service marks displayed on the Site.
You agree not to:
(a) “flood,” “spam,” “mailbomb” or overload any of the Site or otherwise take any action that may result in damage, impairment or overload of any of the Site’s infrastructure;
(b) use any device, software or routine to attempt to interfere with any of the Site’s functionality or appearance;
(c) data mine, data scrape or otherwise attempt to use any software, device, tool or technique (including without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search any of the Site to harvest, extract or collect information from the Site;
(d) attempt to decompile, disassemble or reverse-engineer any of the Site’s source code or software;
(e) impersonate any person or entity other than yourself or create a user account for anyone other than yourself;
(f) create another user account without permission if MidCap Financial has suspended or terminated your user account;
(g) use the Site to violate anyone’s rights or applicable laws or regulations or do anything malicious, misleading, defamatory, libelous, abusive, fraudulent, deceptive or discriminatory;
(i) use any hidden text or metatags using “MidCap Financial” or any of our trademarks, service marks or names without our prior written consent; or
(j) violate or attempt to violate the security of any of the Site (including without limitation, accessing user accounts, servers or data without authorization, probing or testing the vulnerability of any of the Site’ authentication measures, security or system infrastructure without proper authorization, or otherwise interfere with service to any user, host or network).
If you violate any part of these Terms, your permission to access or use the Site and content of the Site automatically terminates and you must immediately destroy any copies of such content in your possession or control. We reserve the right, in our sole discretion and without notice to you, to terminate or suspend your user account and your license to use the Site and prevent your future access to and use of the Site.
Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions, and protectorates. The Site is controlled and operated by MidCap Financial from its offices within the State of Maryland, United States of America. Neither MidCap Financial nor any of its affiliates make any representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject MidCap Financial and/or its affiliates to any registration or other requirement within such jurisdiction or country.
Links to Other Web Site and Services
MidCap Financial does not review or monitor any website linked from or to the Site and we are not responsible for the content of any such linked website. If you decide to access linked website, you do so at your sole risk. Neither MidCap Financial nor any of its affiliates are responsible for the information, materials, products or services obtained on or from such other website, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such website. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by MidCap Financial or any of its affiliates with respect to any such linked website or the content, products or services contained in or accessible through, or the operators of, such website. In addition, you agree not to link any of your websites or any third-party websites to the Site without the express prior written consent of MidCap Financial. MidCap Financial reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.
No waiver by MidCap Financial or any of its affiliates of any right under or term or provision of these Terms will be deemed a waiver of any other right, term or provision of these Terms at that time or a waiver of that or any other right, term or provision of these Terms at any other time.
Dispute Resolution and Agreement to Arbitrate
Except where and to the extent prohibited by law, by using the Site, you and MidCap Financial agree that, if there is any controversy, claim, action or dispute arising out of or related to your use of the Site, or the breach, enforcement, interpretation, or validity of these Terms, or any part of it (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond or settle the Dispute. Notice shall be sent to:
- Us, at MidCap Financial Services LLC, 7255 Woodmont Avenue, Bethesda, MD 20814, or
- You, at the address we have on file for you.
Both you and MidCap Financial agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable.
Notwithstanding the foregoing, in connection with asserting or protecting our intellectual property or other legal rights or business interests, we retain the right to seek temporary or permanent injunctive or other non-monetary equitable relief against you in any court of competent jurisdiction.
THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, EXCLUDING ITS CONFLICT OF LAW RULES.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms, together with other posted policies on the Site, represent the entire agreement between MidCap Financial, on the one hand, and you, on the other, relating to the subject matter hereof. We may assign the Site and our rights and duties under these Terms and other posted policies in connection with any reorganization, change of control or asset sale in our sole discretion. No course of conduct or trade practice will be deemed to modify these Terms in any respect.
If you have any questions or concerns about the Site, please feel free to contact us using the information below:
MidCap Financial Services LLC
7255 Woodmont Avenue
Bethesda, MD 20814